-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J9aQTJmqCfOEvtPmgSBRh9ato6ckefzIak8u6UKlgf/mydZOilZcCaTcMMzAbQzG HXuHCKx9yc6wd6m2pKl/8g== 0000950157-04-000119.txt : 20040301 0000950157-04-000119.hdr.sgml : 20040301 20040301172203 ACCESSION NUMBER: 0000950157-04-000119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040301 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILACRON INC CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 04640280 BUSINESS ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: PO BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5134875000 MAIL ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: P.O. BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 8-K 1 form8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2004 MILACRON INC. ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8475 31-1062125 - -------------------- ------------------------ ----------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio 45206 - ---------------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 487-5000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On March 1, 2004, Milacron Inc. (the "Company") issued a press release announcing that its receivables purchase agreement and the liquidity facility related to that program, which were due to terminate on February 27, 2004, have been extended two weeks to March 12, 2004. A copy of the Company's press release is filed as Exhibit 99.1 hereto, and a copy of the Eighth Amendment to the Third Amended and Restated Receivables Purchase Agreement dated as of February 27, 2004, is filed as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: Exhibit No. Description - -------------- -------------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 1, 2004. 99.2 Eighth Amendment to the Third Amended and Restated Receivables Purchase Agreement dated as of February 27, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MILACRON INC. Date: March 1, 2004 By: /s/ Hugh C. O'Donnell ---------------------------------------- Hugh C. O'Donnell Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - -------------- -------------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 1, 2004. 99.2 Eighth Amendment to the Third Amended and Restated Receivables Purchase Agreement dated as of February 27, 2004. EX-99.1 3 ex-99_1.txt PRESS RELEASE MILACRON -------------------------- MANUFACTURING TECHNOLOGIES NEWS RELEASE CONTACT: AL BEAUPRE (513) 487-5918 BANKS EXTEND MILACRON'S ACCOUNTS RECEIVABLE FACILITY CINCINNATI, OHIO, March 1, 2004...Milacron Inc. (NYSE: MZ), a leading supplier of plastics processing equipment and supplies and industrial fluids, announced that its receivables purchase agreement and the liquidity facility related to that program, which were due to terminate last Friday, February 27, have been extended two weeks to March 12. Under the amended agreement, which is being filed with the Securities and Exchange Commission, the company can sell up to $30 million of receivables. Prior to this extension, the program had been capped at $40 million, of which only $30 million was being utilized. PNC is the agent bank for the receivables program. On March 15, 2004, $115 million in principal amount of the company's senior notes and approximately $54 million of the company's indebtedness under its revolving credit facility are due to mature. While Milacron does not have sufficient cash to satisfy these maturities, it continues to hold discussions with both current and prospective lenders and investors with respect to meeting these obligations as well as replacing the receivables program. However, the company can make no assurances that these discussions will result in an agreement to provide the necessary funds by March 15. The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the Company's most recent Form 10-Q on file with the Securities and Exchange Commission. ------------------ First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with about 3,500 employees and major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452). EX-99.2 4 ex-99_2.txt EIGHTH AMENDMENT EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF FEBRUARY 27, 2004 AMONG MILACRON INC., MILACRON COMMERCIAL CORP., AS SELLER, D-M-E COMPANY, AS DME SUBSERVICER, UNILOY MILACRON INC., AS SUBSERVICER, MILACRON MARKETING COMPANY, AS INITIAL SERVICER, MARKET STREET FUNDING CORPORATION, AS PURCHASER, AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR. This EIGHTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of February 27, 2004, is made among MILACRON INC. ("Parent"), MILACRON COMMERCIAL CORP., as Seller, UNILOY MILACRON INC., as Subservicer, D-M-E COMPANY, as DME Subservicer, MILACRON MARKETING COMPANY, as initial Servicer (Parent, Seller, Subservicers and DME Subservicer each a "Seller Party" and collectively the "Seller Parties"), MARKET STREET FUNDING CORPORATION, as Purchaser, and PNC BANK, NATIONAL ASSOCIATION, as Administrator. BACKGROUND A. The parties hereto have entered into the Third Amended and Restated Receivables Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Market Street Purchase Agreement") dated as of November 15, 2001 pursuant to which, among other things, the Seller agreed to sell, and the Purchaser agreed to purchase, the Pool Receivables and Related Assets; and B. The parties hereto wish to amend the Market Street Purchase Agreement as set forth below. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Definitions. Except as otherwise defined herein, capitalized terms have the respective meanings set forth in the Market Street Purchase Agreement. SECTION 2. Amendments. (a) Section 1.01 of the Market Street Purchase Agreement is amended by replacing the reference therein to "$40,000,000" with "$30,000,000". (b) The definition of "Termination Date" set forth in Appendix A of the Market Street Purchase Agreement is amended by replacing the reference therein to "February 27, 2004" with "March 12, 2004". (c) Section 3.01(c) of the Market Street Purchase Agreement is amended by inserting the following at the end of clause (iii) thereof immediately before the semicolon: "or under any other Transaction Document, including any amendment or restructuring fee payable by the Seller". (d) Section 10.01(s) of the Market Street Purchase Agreement is amended by replacing the reference therein to "February 27, 2004" with "March 12, 2004". 1 SECTION 3. Representations and Warranties. The Seller Parties jointly and severally represent and warrant as follows: (a) this Amendment has been duly authorized, executed and delivered on its behalf, and the Market Street Purchase Agreement, as so amended, and each of the other Transaction Documents to which any Seller Party is a party constitutes such Seller Party's legal, valid and binding obligation enforceable against it in accordance with the terms hereof or thereof; and (b) after giving effect to this Amendment, no Liquidation Event (nor Unmatured Liquidation Event) shall exist as of the date of effectiveness hereof. SECTION 4. Effectiveness. This Amendment shall become effective upon (a) receipt by the Administrator of this Amendment duly executed by the parties hereto and (b) the effectiveness of an amendment to the Liquidity Agreement extending the term of the Liquidity Agreement to March 12, 2004. SECTION 5. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. (b) This Amendment may be executed in any number of counterparts (including by facsimile) and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same agreement. (c) Any reference to the Market Street Purchase Agreement contained in any notice, request, certificate or other document executed concurrently herewith or after the date hereof shall be deemed to be a reference to the Market Street Purchase Agreement as amended hereby. Except as expressly modified hereby, the Transaction Documents hereby are ratified and confirmed by the parties hereto, and remain in full force and effect. (d) The parties hereto agree that any restructuring fee payable by the Seller for the benefit of the Liquidity Agent in connection with the extension of the term of the Liquidity Agreement to March 12, 2004 shall be paid to the Administrator pursuant to Section 3.01(c) of the Market Street Purchase Agreement (as amended hereby) for distribution to the Liquidity Agent. 2 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Amendment as of the day and year first above written. MILACRON INC. By: /s/ Robert P. Lienesch -------------------------------------------------------- Title: Vice President - Finance and Chief Financial Officer MILACRON COMMERCIAL CORP., as Seller By: /s/ Robert P. Lienesch -------------------------------------------------------- Title: Treasurer and Assistant Secretary D-M-E COMPANY, as DME Subservicer By: /s/ Robert P. Lienesch -------------------------------------------------------- Title: Treasurer UNILOY MILACRON INC., as Subservicer By: /s/ Robert P. Lienesch -------------------------------------------------------- Title: Treasurer MILACRON MARKETING COMPANY, as the initial Servicer By: /s/ Robert P. Lienesch -------------------------------------------------------- Title: Treasurer 3 MARKET STREET FUNDING CORPORATION, as Purchaser By: /s/ Douglas K. Johnson -------------------------------------------------------- Title: President PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ John Smathers -------------------------------------------------------- Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----